Separation Agreement - Getty Images Ltd. and Stephen Mayes
SEPARATION AGREEMENT
THIS AGREEMENT was made effective the 13th day of March 1998, by and
between Getty Images Limited, located at 101 Bayham Street, London, NW1 0AG
("Getty Images" or the "Company") and Stephen Mayes, who resides at The
Warehouse, 17 Borland Road, London SE15 3AJ ("Executive").
WHEREAS, Getty Images and Executive entered into an Employment Agreement
dated 23rd September 1994 (the "Employment Agreement");
WHEREAS, the Employment Agreement provided for a trial period of six (6)
months followed by an indefinite term of employment which would continue
thereafter unless either party were to provide a six (6) month notification to
the other of its desire to terminate Executive's employment;
WHEREAS, Executive has determined to leave Getty Images to pursue a new
career path;
WHEREAS, Getty Images has agreed with Executive with a verbal notification
and a written Separation Agreement dated 13th March 1998, which specifies that
Executive's last day of employment would be 13th April 1998 (the "Termination
Date"); and
WHEREAS, Getty Images and Executive would like to memorialise certain
aspects of their agreement concerning Executive's termination and to reconfirm
certain terms of the Employment Agreement.
NOW THEREFORE, in consideration of the premises set forth above, the
parties agree as follows:
1. The parties agree that:
a. Executive has received and accepted the verbal notification and
written Separation Agreement dated 13th March 1998, and his last day of
employment will be the Termination Date;
Executive will be bound by the following restrictions:
b. Confidentiality. The Executive will not at any time use or disclose
or make accessible to any other person or firm or company any of the
confidential information, trade secrets, formulae or methods of doing business
of the Company or any company controlled by, controlling or under common control
with the Company or its or their customers and other business associates. This
restriction shall cease to apply to information or knowledge which may
legitimately come into the public domain. For the avoidance of doubt practices,
techniques or processes which are generally known and applied within the Visual
Content industry are excluded from this restriction.
c. Intellectual Property. If during the term of his employment the
Executive has alone or jointly with others discovered or created any
Intellectual Property which is connected with or which in any way affects or
relates to the business of the Company or is capable of being used or adapted
for use therein or in connection therewith he shall forthwith disclose it to the
Company and subject to the rights of the Executive under the Copyright, Designs
and Patents Act 1988 such Intellectual Property shall belong to and be the
absolute property of the Company or such Associated Company as the Company may
nominate. For the avoidance of doubt, this shall exclude commonly used terms
tools techniques and processes commonly found within the Visual Content
industry.
d. The Executive if and whenever required to do so shall at the expense
of the Company (or its nominee) apply or join in applying or assist the Company
to apply for letters patent design registration, copyright or other similar
protection in the United Kingdom or any other part of the world for any such
Intellectual Property and execute such instruments and do all things necessary
for vesting the said letters patent or other similar protection when obtained
and all right title and interest to and in the same in the Company (or its
nominee) absolutely and as sole beneficial owner or in such other person as the
Company require.
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e. The Executive agrees that he will not deliberately do any act or thing
which may prejudice the application for the grant or the validity of any patent
design right, copyright or other monopoly right in any
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Intellectual Property which is the property of the Company or such Associated
Company as the Company may nominate.
f. Restrictive Covenant. The Executive covenants with the Company that
he will not for the period of twelve (12) months after the Termination Date
without the prior written consent of the Company in connection with the carrying
on of any business in competition with the business of licensing Visual Content
on his own or on behalf of any person firm or company directly:
(1) seek to procure orders from or do business with any person firm or
company who to his knowledge has at any time during the twelve (12)
months immediately preceding the Termination Date done business with
the Company;
(2) seek to procure the services of any officer, Executive or employee of
the Company or supplier of Visual Content to the Company.
Provided that nothing in this Restrictive Covenant shall prohibit the
Executive from seeking or procuring of orders or the doing of business not
relating or similar to the business of the Company described above. For the
purposes of this Agreement, the "Company" or a "Getty Group Company" is defined
as Getty Images Limited, Getty Images, Inc. and all subsidiaries and all
Affiliated Companies of each.
2. Executive acknowledges and agrees that there are no agreements or
arrangements outstanding under which Getty Images or any Getty Group Company has
or could have an obligation to Executive pursuant to a contract of employment,
whether now or in the future, except for the payment of all sums owed to
Executive pursuant to the Employment Agreement, including salary, accrued
holiday pay, if any, existing bonus arrangements, if any, and all reimbursable
expenses incurred on behalf of Getty Images and any Getty Group Company, up to
and including the Termination date.
3. a. Executive acknowledges and agrees that, to the best of his
knowledge, he has no claim whatsoever against Getty Images or any Getty Group
Company for breach of contract, compensation for wrongful termination of
employment, loss of office, redundancy, wrongful dismissal or retirement or on
any other account. Executive for himself and his heirs, executors, personal
representatives and assigns also irrevocably and unconditionally waives,
releases and forever discharges Getty Images and the Getty Group Companies and
their shareholders, directors, Executives, successors, and assigns, from and
against all actions, causes of action, suits, debts, sums of money, covenants,
controversies, agreements, promises, damages, judgements, executions,
proceedings, claims, demands and costs, including reasonable attorneys fees and
court costs, whatsoever in law or in equity, whether known or unknown, foreseen
or unforeseen, related to Executive's employment and his positions as officer
and director of Getty Images and various Getty group Companies prior to the date
of this Agreement, which Executive may now have or would have had but for the
execution of this Agreement.
b. Getty Images and the Getty Group Companies acknowledge and agree
that, to the best of their knowledge, they have no claim whatsoever against the
Executive for any conduct during the term of his employment with Getty Images,
whether as Executive, officer or director of any Getty Group Company. Getty
Images and each Getty Group Company for itself and its shareholders, directors,
Executives, successors and assigns, also irrevocably and unconditionally waives,
releases and forever discharges Executive and his personal representatives,
heirs, executors, and assigns from and against all actions, causes of action,
suits, debts, sums of money, covenants, controversies, agreements, promises,
damages, judgements, executions, proceedings, claims, demands and costs,
including reasonable attorneys fees and court costs, whether known or unknown,
foreseen or unforeseen related to Executive's employment and his position as an
officer and director of various Getty Group Companies prior to the date hereof,
which it may now have or would have had but for the execution of this Agreement.
For the purposes of the Agreement the above clause shall apply
unconditionally in all circumstances except those that may contravene any civil,
moral or legal right either party may have to protect their good name,
reputation, personal or professional standing.
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4. Executive agrees that, having resigned as an Executive, officer and
director of Getty Images from the Termination Date forward, he shall not conduct
himself in any way inconsistent with having surrendered his authority, whether
in matters of the internal administration of any Getty Group Company or
externally and shall not represent himself as being a director of, employed by
or connected in any way with any Getty Group Company.
5. Executive agrees that after the Termination Date he shall provide
Getty Images and any other Getty Group Company with such assistance as it may
reasonably require in the conduct of any court proceeding or settlement
negotiation brought by or against any Getty Group Company in respect of which
Getty Images, the Getty Group Company or their legal advisers believe that
Executive may be able to provide assistance, subject to an agreement that
Executive's reasonable costs, loss of earnings if any and expenses incurred in
providing such assistance shall be paid to Executive.
6. The parties agree that the terms of this Agreement and all discussions
and other correspondence on this subject shall be treated as confidential and
that neither party will disclose them to any other person or entity except to a
professional advisor who has also agreed to be bound by this restriction and
except as may be required by law or any regulatory authorities or with Getty
Images' consent.
7. Executive represents and warrants that he has not, to the best of his
knowledge, withheld nor failed to disclose any material fact concerning the
performance of his duties with Getty Images and any Getty Group Company or any
breach of any material (express or implied) term of the Employment Agreement.
8. This Agreement shall be governed by and construed in accordance with
English law and the English Courts shall be the exclusive jurisdiction to hear
and decide any suit, action or proceeding and to settle any disputes which may
arise out of or in connection with the Agreement or the Employment Agreement.
GETTY IMAGES LIMITED
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By: By:
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Lawrence Gould, Director Stephen Mayes
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The undersigned, acknowledges the obligations of Getty Images, Inc. and its
subsidiaries as set forth in Paragraphs 3b and 6 and agrees to be bound by same.
GETTY IMAGES, INC.
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By:
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Jonathan D. Klein, Chief Executive Officer
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